First, different identities.

Shareholders are the investors of the joint-stock company, and directors are elected by shareholders and belong to the managers of the company. The shareholders' meeting is the authority in the company, which makes substantive decisions on the company's operation and management. The board of directors is the executive body of the company's decision-making, not the authority.

Second, the factors are different.

Shareholders are the foundation and core elements of a company. Without shareholders, there can be no company. Directors are elected by the shareholders' meeting or the shareholders' meeting, and may be held by shareholders or non-shareholders.

Third, the judgment conditions are different.

Shareholders can be shareholders of the company as long as they participate in the profit sales of the company, and directors should have the authority of the board of directors of the major investors of the company or enterprise, which can generally be determined in three ways:

1, stipulated by law;

2. It is stipulated in the articles of association;

3. The general meeting of shareholders shall make a resolution. In these three ways, the legal provisions are the most basic and authoritative, so the provisions of the company law on the functions and powers of the board of directors must be implemented by the board of directors.

Extended information Article 4 of People's Republic of China (PRC) Company Law

Shareholders of a company shall enjoy the right to return on assets, participate in major decisions and choose managers according to law.

Article 37 of the Company Law of People's Republic of China (PRC)

The shareholders' meeting shall exercise the following functions and powers:

(1) To decide on the company's business policy and investment plan;

(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;

(3) Examining and approving the report of the board of directors;

(4) Examining and approving the reports of the board of supervisors or supervisors;

(5) To examine and approve the annual financial budget plan and final accounts plan of the company;

(VI) To examine and approve the company's profit distribution plan and loss recovery plan;

(7) To make resolutions on the increase or decrease of the registered capital of the company;

(8) To make resolutions on the issuance of corporate bonds.

(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;

(10) Amending the Articles of Association.

(eleven) other functions and powers stipulated in the articles of association. Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.